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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
GENERAL MOTORS CORPORATION
(Name of Issuer)
GENERAL MOTORS CAPITAL TRUST D
GENERAL MOTORS CAPITAL TRUST G
(Name of Person Filing Statement)
DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES D 7.92% PREFERENCE STOCK
DEPOSITARY SHARES,
EACH REPRESENTING ONE-FOURTH OF A SHARE OF
SERIES G 9.12% PREFERENCE STOCK
(Title of Class of Securities)
370442857
370442790
(CUSIP Number of Class of Securities)
PETER R. BIBLE
CHIEF ACCOUNTING OFFICER
GENERAL MOTORS CORPORATION
100 RENAISSANCE CENTER
DETROIT, MICHIGAN 48243-7301
(313) 556-5000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
Copies to:
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MARTIN I. DARVICK, ESQ. ROBERT S. OSBORNE, P.C. VINCENT J. PISANO, ESQ.
GENERAL MOTORS CORPORATION KIRKLAND & ELLIS SKADDEN, ARPS, SLATE, MEAGHER
3031 WEST GRAND BOULEVARD 200 EAST RANDOLPH DRIVE & FLOM LLP
DETROIT, MI 48202-3091 CHICAGO, ILLINOIS 60601-6636 919 THIRD AVENUE
NEW YORK, NY 10022
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April , 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$395,140,895.30 $119,739.67
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* For the purpose of calculating the filing fee pursuant to Rule 0-11(a)(4)
under the Securities Exchange Act of 1934, as amended, the market value of the
Depositary Shares (the "Series D 7.92% Depositary Shares"), each representing
one-fourth of a share of Series D 7.92% Preference Stock, proposed to be
acquired was determined by multiplying $25.9375 (the average of the high and low
reported prices of the Series D 7.92% Depositary Shares on the New York Stock
Exchange on April 9, 1997) by 5,462,917 (the number of Series D 7.92% Depositary
Shares which General Motors Capital Trust D has offered to acquire) and the
market value of the Depositary Shares (the "Series G 9.12% Depositary Shares"),
each representing one-fourth of a share of Series G 9.12% Preference Stock,
proposed to be acquired was determined by multiplying $27.9375 (the average of
the high and low reported prices of the Series G 9.12% Depositary Shares on the
New York Stock Exchange on April 9, 1997) by 9,071,910 (the number of Series G
9.12% Depositary Shares which General Motors Capital Trust G has offered to
acquire).
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $119,739.67 Form or Registration No.: Form S-4,
Registration No. 333-25221
Date Filed: April 15, 1997
Filing Parties: General Motors Corporation
General Motors Capital Trust D
General Motors Capital Trust G
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This Issuer Tender Offer Statement (the "Statement") is being filed with
the Securities and Exchange Commission (the "Commission") by General Motors
Corporation, General Motors Capital Trust D and General Motors Capital Trust G
in connection with the filing under the Securities Act of 1933, as amended, of a
registration statement on Form S-4 (Registration No. 333-25221) (the
"Registration Statement") regarding offers (the "Offers") to holders of
Depositary Shares (the "Series D 7.92% Depositary Shares"), each representing
one-fourth of a share of Series D 7.92% Preference Stock (the "Series D 7.92%
Preference Stock") of General Motors Corporation ("General Motors") and
Depositary Shares (the "Series G 9.12% Depositary Shares"), each representing
one-fourth of a share of Series G 9.12% Preference Stock of General Motors (the
"Series G 9.12% Preference Stock"). A copy of the prospectus dated
, 1997 (the "Prospectus") contained in the Registration Statement
filed with the Commission on April 15, 1997 is incorporated herein by reference
as Exhibit 9(e). Pursuant to General Instruction B to Schedule 13E-4, certain
information contained in the Prospectus is hereby incorporated by reference in
answer to items of this Statement.
References to the Prospectus are identified by the captions set forth in
the Prospectus. Where substantially identical information required by Schedule
13E-4 is included under more than one caption, reference is made to only one
caption of the Prospectus.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is General Motors Corporation, a Delaware
corporation. The address of its principal executive office is 100 Renaissance
Center, Detroit, Michigan 48243-7301.
(b) The exact title of the classes of securities being sought are (i)
Depositary Shares, each representing one-fourth of a share of Series D 7.92%
Preference Stock of General Motors, and (ii) Depositary Shares, each
representing one-fourth of a share of Series G 9.12% Preference Stock of General
Motors. Reference is made to "Prospectus Summary" and "The Offers--Terms of the
Offers" and "--Conditions to the Offers" in the Prospectus, which are
incorporated herein by reference, for the amount of securities outstanding and
being sought and the consideration being offered therefor. No Series D 7.92%
Depositary Shares or Series G 9.12% Depositary Shares will be acquired from
officers, directors or affiliates of General Motors other than pursuant to the
terms of the Offers.
(c) Reference is made to "Price Ranges of Depositary Shares" in the
Prospectus, which is incorporated herein by reference.
(d) The names of the persons filing this statement are (i) General Motors
Capital Trust D (the "Series D Trust") and (ii) General Motors Capital Trust G
(the "Series G Trust"), each constituting a newly organized statutory business
trust organized under the laws of the State of Delaware. The Series D Trust and
the Series G Trust are referred to herein collectively as the "Trusts." The
address of the principal office of each of the Trusts is c/o General Motors
Corporation, 100 Renaissance Center, Detroit, Michigan 48243-7301. The Trusts
have been organized by General Motors for the purpose of effecting the Offers.
Reference is made to "Prospectus Summary" and "The Trusts" in the Prospectus,
which are incorporated herein by reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is made to "The Offers--Terms of the Offers," "Description of
the Preferred Securities," "Description of the Preferred Securities Guarantees,"
"Description of the Junior Subordinated Debentures" and "Relationship Between
the Preferred Securities, the Junior Subordinated Debentures and the Preferred
Securities Guarantees" in the Prospectus, which are incorporated herein by
reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Reference is made to "The Offers--Purpose of the Offers" and "--Terms of
the Offers" in the Prospectus, which are incorporated herein by reference.
Depositary Shares acquired pursuant to the Offers will
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be delivered to General Motors. See "Description of the Preference Stocks and
Depositary Shares" in the Prospectus, which is incorporated herein by reference.
(a) General Motors may acquire various General Motors securities from time
to time in the future and expects to issue various General Motors securities
from time to time, in each case for general or special corporate purposes.
(b)-(d) None.
(e) Reference is made to "Capitalization" in the Prospectus, which is
incorporated herein by reference.
(f)-(j) None.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
None.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
None.
ITEM 6. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is made to "The Offers--Exchange Agent and Information Agent,"
"--Dealer Manager; Soliciting Dealers" and "Fees and Expenses; Transfer Taxes"
in the Prospectus, which are incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is made to "Capitalization," "Selected Consolidated Financial
Data of General Motors Corporation" and "Incorporation of Certain Documents by
Reference" in the Prospectus, which are incorporated herein by reference.
(b) Reference is made to "Capitalization" in the Prospectus, which is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) There are no applicable regulatory requirements which must be complied
with or approvals which must be obtained in connection with the Offers other
than compliance with the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder including, without
limitation, Rule 13e-4 promulgated thereunder, the Trust Indenture Act of 1939,
as amended, and the requirements of state securities or "blue sky" laws.
(c) Not applicable.
(d) None.
(e) None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
A list of exhibits filed herewith is contained in the Index to Exhibits,
which is incorporated herein by reference.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 15, 1997
General Motors Capital Trust D
By: /s/ JOHN D. FINNEGAN
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Name: John D. Finnegan
Title: Trustee
General Motors Capital Trust G
By: /s/ JOHN D. FINNEGAN
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Name: John D. Finnegan
Title: Trustee
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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9(a)(i)(1) Form of Series D Letter of Transmittal(1)
9(a)(i)(2) Form of Series G Letter of Transmittal(1)
9(a)(ii)(1) Form of Series D Notice of Guaranteed Delivery(1)
9(a)(ii)(2) Form of Series G Notice of Guaranteed Delivery(1)
9(a)(iii)(1) Form of Series D Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees(1)
9(a)(iii)(2) Form of Series G Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees(1)
9(a)(iv)(1) Form of Series D Letter to Clients(1)
9(a)(iv)(2) Form of Series G Letter to Clients(1)
9(a)(v)(1) Form of Series D Letter to Holders of Depositary Shares(1)
9(a)(v)(2) Form of Series G Letter to Holders of Depositary Shares(1)
9(a)(vi)(1) Form of Series D Questions and Answers Regarding Offers(1)
9(a)(vi)(2) Form of Series G Questions and Answers Regarding Offers(1)
9(a)(vii)(1) Form of Series D Notice of Offers(1)
9(a)(vii)(2) Form of Series G Notice of Offers(1)
9(c) Not applicable
9(d)(i) Opinion of Robert N. Deitz, Esq., Tax Staff of General
Motors Corporation (incorporated by reference to Exhibit 8
to Registration Statement on Form S-4 (Registration No.
333-25221) (the "Registration Statement on Form S-4"))(1)
9(d)(ii) Opinion of Martin I. Darvick, Esq., Legal Staff of General
Motors Corporation (incorporated by reference to Exhibit
5(b) to the Registration Statement on Form S-4)(1)
9(e) Prospectus dated , 1997 (incorporated by
reference to the Registration Statement on Form S-4)
9(f) Not applicable
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(1) To be filed by amendment.
